Posted on December 20, 2020 in
Written by: David B. Honig
PandaTip: This template page for the voter agreement can accommodate 7 shareholders who can be signed. If other shareholders are supposed to sign, click on one of the blocks, click the icon with 3 points in the menu on the right and click “double block.” To remove the fields, simply click on a block and click “Delete this block” in the menu to the right of the model. PandaTip: Use the table in this section of the template for the voter agreement to list all shareholders. Shareholders invest in companies for many reasons. You should identify the interests of each party before you draft your agreement. The most obvious reason is to profit financially from the value of the business, but there may be others that are also or more important to different people. These may be conflicts of interest that can arise when a director-shareholder, who, as a director, is accountable to all shareholders, makes an operational decision that benefits him, but not all shareholders. It is often difficult to know whether he acted as a director (to be accountable to all shareholders and diligently) or as a shareholder (not responsible to his co-shareholders). A good shareholder pact should determine the decisions that a shareholder director can and can make without the agreement of others. In particular, intellectual property can often have enormous value for a company, but little “worth” in the balance sheet.
Net Lawman`s shareholder agreements place particular emphasis on intellectual property because the “hidden” value can be so high. Although most companies have not filed patents, intellectual property may include trade names, production methods, website names and copyrighted material. An alternative is simply to make a statement of intent. It has no legally binding force, except perhaps in a supporting role, but it is a reminder that there is a timetable. A lender may benefit from a separate loan document providing for the right to enforce the remedy or proposal in the shareholders` agreement. 3.7 Any offer to buy shares of a foreigner must include the condition that the foreigner agrees to become a party to the agreement on the basis of the acquisition of the shares. In the case of agreements, joint venture shareholders can decide exactly what the agreement is, in accordance with the common law. As the parties to a company have been talking together for some time already, the detail of what is agreed is often overlooked – with disastrous consequences. In our experience, the only way to cover the main alternative outcomes is to consider a large number of possibilities.